SHERWIN WILLIAMS CO — Director's Dealing 2003

Sep 15, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2003-09-12

Reporting Person: SEITZ THOMAS W (Pres. and GM-Consumer Div.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-12	Phantom Stock Units	$10.89	I	25987.03	Disposed		Common Stock ()	Direct

Footnotes

F1: Phantom stock units are held under deferred compensation plan(s) to be settled generally upon the Reporting Person's retirement or termination of employment, subject to diversification provisions of the plan(s). The plan(s) utilize unit accounting, with phantom stock units consisting primarily of phantom shares of common stock and a small percentage of short-term investments. On April 1, 1997, units were assigned a beginning per unit price of $10.00.

F2: Exempt discretionary transaction in accordance with Rule 16b-3(f).